2. Contents
I. Review of Previous Lesson
II. Lesson Objectives
III. Introduction
IV.New Lesson
V. Summary
VI.Key Terms
VII.Discussion Questions
VIII.Homework / Journal Writing
3. I. Review of Previous Lesson
Organizational Ethics
οΌ Ethics in Organizations
οΌ Marketing
οΌ HR
οΌ Sales
οΌ R&D
οΌ Manufacturingβ¦.
4. II. Lesson Objectives
1. Explain the term corporate governance
2.Understand the responsibilities of the board of
directors and the major governance committees.
3.Explain the signiο¬cance of the βKing Iβ and βKing IIβ
reports.
4.Explain the differences between the following two
governance methodologies: βcomply or explainβ and
βcomply or else.β
5.Identify an appropriate corporate governance model
for an organization
6. Defining Corporate Governance
β’ The system by which business corporations are
directed and controlled
β’ Managers accountable to:
β’ Owners
β’ Public interest or
stakeholders
αααααααααααααΆααΈαααααα’αΆααΈαααα
α ααααΌα
ααΆααααΉαααΆαααα·αααααααααα α’αα
αααααααααααα½ααα»αααααΌαα ααΆαα αα:
ααα
α αα αααααααααααααΆααΆαααα¬
ααΆααΈ ααααααα
10. The Chairman and The CEO
β’ First step in disregarding the corporate governance
model β merge the roles of chief executive officer
(CEO) and chairman of the board into one individual
β’ In favor of merging β efficiency and conflict minimized
β’ Opposed to merging β governance needs checks and
balances
11. 22 Questions for Diagnosing Your Boardβ¦
7. Do compensation consultants report to your
compensation committee rather than to the
companyβs human resources officers?
8. Has your compensation
committee shown the
courage to establish
formulas for CEO compensation
based on long-term results β even if formulas differ
from industry norms?
12. 22 Questions for Diagnosing Your Boardβ¦
9. Are the activities of your executive committee
sufficiently contained to prevent the emergence of a
βtwo-tierβ board?
10. Do outside directors annually review succession
plans for senior management?
11. Do outside directors formally evaluate your CEOβs
strengths, weaknesses, objectives, personal plans and
performance every year?
13. 22 Questions for Diagnosing Your Boardβ¦
12. Does your nominating committee rather than the
CEO direct the search for new board members and
invite candidates to stand for election?
13. Is there a way for outside directors to alter the
meeting agenda set by your CEO?
14. Does the company help directors prepare for
meetings by sending relevant routine information, as
well as analyses of key agendas ahead of time?
14. 22 Questions for Diagnosing Your Boardβ¦
18. Does your board, rather than
the incumbent CEO, select the
new chief executive β in fact as
well as in theory?
19. Is at least some of the
directorβs pay linked to
corporate performance?
15. The Dangers of a Corporate
Governance Checklist
β’ αα½αααααααα½αααΆαα 'α’α
α ααααααααα' α
ααΆ ααααα ααΎααααααααααααΎαα
α αΎα αα αααααααααααααααααα·αααα Enron αααΎααα αΎαα
β’ αα½αααΈαααααα½αααααΆαααααα α»ααα α»αα Enron ααΆααααΆααα½ααααααΌα
ααα»αα
αΆα αααααΆααααααααα ααααα α»ααα α»αααααααααα αααααΆαααα αα
ααΆαααΆαααααααΉαααα ααααααααααα
α αα ααααα·αααααΎαα½ααααααααΎααα αΎααα½ α
ααΆαα
α½ ααααααααα ααΎααααα ααα·αααα½αααΆααααα αα·ααα
α ααααΆα’ααααααααα
αΆ α
β’ They also enjoyed substantial βbenefitsβ that continued to grow as
Enronβs fortunes grew.
β’ Their role as directors of Enron, guaranteed them positions as
directors for other companies β a career package that would be
placed in jeopardy if they chose to ask too many awkward
questions and gain reputations as troublemakers.
16. A Strong Responsibility
β’ Corporate governance
is about managers
fulfilling a fiduciary
responsibility to the
owners of their
companies
β’ Fiduciary responsibility
- based on trust
17. A Strong Responsibility
- Key Safeguards
β’ Properly constituted boards
β’ Separation of the functions
of chairperson and CEO
β’ Audit committees
β’ Vigilant shareholders
β’ Financial reporting and auditing systems
18. Effective Corporate Governance
βα
α ααααααααααα’αα·ααΆααα·α αα ααΆααΈααααα α’αΆα αααΆαα
α α»ααΆαααΆααααα α»ααααααΆαααααΉαααΆααααα
αααααΆα α¬α’αααααααΆαααααααα ααΆαααααΎαααα ααΊααααααΎααΆααα»αααααααααααααα’αΆα αααααΌα
ααΆααααααΆαααΆααααΉαα αα·ααααααααααα·αααΆ αα αΎαααααααΎαα½αααα’αΆα αααΆααααΊααΆαααααΏαααααΆα»αα
ααΆα α αΆααα·αααα’αΆα αααααΌαααΆααααΆααααααααααααΆαααααΎα±ααα’ααα ααΌααα½ααα
α α»αααΆααααΎαααΆα
α’αα·ααΆααα·α αα ααα ααααΆαααα½ααα»αααααΌαααααααααααααα·ααααΆαααΆαααααα’αΆα αααααΎαα ααΆ
ααα ααΆαααΆα αααΆαααΆααααααΊααα α»ααααααΉααΆαααααααΌαααΆαααααααΎαα αΎαα
ααΆ αααααΉααααααΌα ααΆα
α
αΆα αααααα»αααΆααααααααααΆαα ααα·ααααααααα·αααα· ααααααα
α αα·ααΆααααααααα ααα
α αα
ααΆαα α»αααααααα α»αααααααα ααα·ααααααααααααΆαααΆαααα α·αααα αα
α α» ααα·αααααααααααααααα
αααΌαααΆααααΆ
αΆ ααααααα ααα·ααααααααααααΆα
βNo system of corporate governance can be totally proof against fraud or
incompetence. The test is how far such aberrations can be discouraged and how
quickly they can be brought to light. The risks can be reduced by making the
participants in the governance process as effectively accountable as possible. The
key safeguards are properly constituted boards, separation of the functions of
chairman and of chief executive, audit committees, vigilant shareholders, and
financial reporting and auditing systems which provide full and timely disclosure.β
19. Review Questions
1. What is corporate governance?
2. What does the corporate governance look like?
3. What are the two governance methodologies?
4. What makes an effective corporate
governance?
5. Explain strong responsibility of each
management teams.
20. Questions
β’What is the meaning of HRM?
β’αααΎα’ααΎαα ααΆααΆααααΎααααααααα
αααα
α αΆαααααΎααααα ααΈαααααΆα
hrm?
β’What are the driving of The Driving Forces
Behind HRM Success?
β’αααΎααα α»ααα α»ααααΆααΈαααααααΊ
21. VI. Key Terms
1.Audit Committee
2.Board of Directors
3.Compensation Committee
4.βComply or Elseβ
5.βComply or Explainβ
6.Corporate Governance
22. Words ular
1-22
1. Perspectives
2. Challenges
3. Beliefs
4. Staff promotion
5. Conο¬ict of
Interest
6. organizational
Culture
7. Auditing Function
8. Staff motivation
9. Human nature
10. Skill focus
23. Questions
1. Deο¬ne the term business ethics.
2. Whatβs an organizationβs
stakeholders?
3. Why should we learn about business
ethics?
4. Whatβs an organizational ethics?
5. What are the seven ethical codes?
24. Questions
β’ 1. αα αα»α’ααΎα’ααααααααααααα½αααΉαα’αΆαααΈ
α’αΆααααα·α α·αααααααΆ
α αααα?
β’ 2. αα αα»α’ααΎααΆααααΆααα α»ααα α»αααα½αααα ααααααα
ααΈαααααα
α α»α R&D?
β’ 3. αααΎααα ααα’ααΎαααΎαα αΎαααααα·αααααΎααΆ
α αααα
ααα½αααα·ααααα αααααααααΈαααααα
α α»αααΆα
αααααααααα α·αααα αα
α α» ααα·αααααααα?
β’ 4. αα αα»α’ααΎα αΆαααΆα ααααααΌαααΉαα’αΆαααΈαααααααΈα
ααααα
α α»αααΈααΆα ααα·αααΆαααΆα αα·αα
1. Why should a manager know about organizational behaviors?
2. Why should a company have ethics in R&D?
3. What happens if one organization unethical in Finance and Accounting
management?
4. Why is important to know about ethics in marketing and advertising?
25. VII. Homework
β’ Please write a reflection on your journal book(
about what you learned in this lesson).